Common use of Without limiting Section 6 Clause in Contracts

Without limiting Section 6. 6(a), Buyer and its Representatives and Affiliates shall file, or cause to be filed, with the Iowa Commission and/or DCI as soon as reasonably practicable, and in any event within thirty (30) days after the date of this Agreement or any date set by the Iowa Commission or DCI or any other applicable Governmental Entity, whichever is earlier, all required initial applications and documents required to be filed in connection with obtaining the Governmental Approvals, including, (i) with respect to each of the Initial Qualifiers, a correct and complete application for licensure or suitability that complies with applicable Gaming Laws and (ii) for each Buyer financing source and its Affiliates and any related individual qualifiers that require approvals under applicable Gaming Laws. If Buyer or its Affiliates determine or are otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable (and in any event within five (5) Business Days of being made so aware) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) and as promptly as reasonably practicable (and in any event within thirty (30) days) or by any date set by the Iowa Commission or DCI, whichever is earlier, Buyer shall cause such Person to file with the Iowa Commission a correct and complete application for licensure or suitability that complies with applicable Gaming Laws. Buyer and its Affiliates shall use their commercially reasonable efforts to promptly comply (and cause each such Person making an application to comply) with any request of the Iowa Commission related to any such applications and to obtain approval of the Iowa Commission for all such applications as promptly as reasonably practicable and to avoid or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval of, the Iowa Commission.

Without limiting Section 6. 6(a05(a) or any rights of any Indemnified Party (as defined below) pursuant to any indemnification arrangement, from and after the Closing through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent, the Company (and following the Effective Time, the Surviving Corporation) and their respective subsidiaries shall indemnify, defend and hold harmless each current and former officer or director of the Company and its subsidiaries (each, taken together with such person’s heirs, executors or administrators, an “Indemnified Party”), Buyer against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including attorneys’ fees, investigation expenses and disbursements (collectively, “Costs”), incurred in connection with any threatened or actual Action directly or indirectly arising out of or pertaining to (i) the fact that an Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Representatives subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including any claim in connection with this Agreement and Affiliates the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the Company Organizational Documents and the DGCL. In the event of any such Action, each Indemnified Party shall file, be entitled to the prompt advancement (and Parent shall use commercially reasonable efforts to make or cause to be filedmade such advancement within ten (10) business days following a request, with the Iowa Commission and/or DCI as soon as reasonably practicable, and but in any no event within shall such advancement be made later than thirty (30) days after following any such request) of expenses actually and reasonably incurred in the date defense of this Agreement any claim, action, suit, proceeding or any date set investigation from the Surviving Corporation to the fullest extent permitted by the Iowa Commission Company Organizational Documents and the DGCL following request by the Indemnified Party therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to be indemnified by the Surviving Corporation as authorized by the DGCL, (x) without limiting the foregoing, each Indemnified Party may retain the Company’s regularly engaged independent legal counsel (provided that such engagement would not create or DCI develop into a conflict for such legal counsel under applicable rules of professional conduct) or any other applicable Governmental Entitycounsel satisfactory to such Indemnified Party, whichever is earliersubject to the consent of the insurance carrier under the Tail Policy (if and to the extent required under the Tail Policy), and Parent and the Surviving Corporation shall pay all required initial applications reasonable fees and documents expenses of such counsel for the Indemnified Party promptly following receipt of statements therefor; provided that, Parent shall not be required to be filed pay the fees and expenses of more than one (1) legal counsel to represent the Indemnified Parties in connection with obtaining a specific Action or series of factually related Actions unless the Governmental Approvalsengagement of one (1) legal counsel to represent all Indemnified Parties in such Action(s) would create, including, (i) with respect or reasonably be expected to each of the Initial Qualifiersdevelop into, a correct conflict under applicable Law or rules of professional conduct for such legal counsel, in which case, the foregoing limitation on Parent’s obligation to pay the fees and complete application for licensure or suitability that complies with applicable Gaming Laws expense of legal counsel shall not be applicable, and (iiy) for each Buyer financing source and its Affiliates and none of Parent or the Surviving Corporation shall settle, compromise or consent to the entry of any related individual qualifiers that require approvals under applicable Gaming Laws. If Buyer judgment in any threatened or its Affiliates determine or are otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable actual Action (and in any event within five which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent and (5z) Business Days of being made so aware) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) Parent and as promptly as reasonably practicable (and in any event within thirty (30) days) or by any date set by the Iowa Commission or DCI, whichever is earlier, Buyer shall cause such Person to file with the Iowa Commission a correct and complete application for licensure or suitability that complies with applicable Gaming Laws. Buyer and its Affiliates Surviving Corporation shall use their commercially reasonable efforts to promptly comply reasonably cooperate in the defense of any matter for which the Indemnified Party could seek indemnification hereunder, in each case at its own expense. With respect to any determination of whether an Indemnified Party is entitled to indemnification by the Company (and cause each following the Effective Time, the Surviving Corporation) under this Section 6.05(b), the Indemnified Party shall have the right to require that such Person making an application determination be made by special, independent legal counsel selected by the Indemnified Party, subject to comply) with any request the consent of the Iowa Commission related to any such applications insurance carrier under the Tail Policy (if and to obtain the extent required under the Tail Policy), and approved by the Company or Surviving Corporation, as applicable, (which approval shall not be unreasonably withheld, conditioned or delayed), and who has not otherwise performed material services for Parent, the Company or the Surviving Corporation or any of their respective Affiliates within the Iowa Commission last three (3) years; provided that Parent shall not be required to pay the fees and expenses of more than one (1) special, independent legal counsel to determine whether more than one Indemnified Party is entitled to indemnification under this Section 6.05(b) in connection with a specific Action or series of factually related Actions unless the engagement of one (1) special, independent legal counsel to make such determination for all such applications as promptly as Indemnified Parties would create, or reasonably practicable and be expected to avoid develop into, a conflict under applicable Law or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and rules of professional conduct for such legal counsel, in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval ofwhich case, the Iowa Commissionforegoing limitation on Parent’s obligation to pay the fees and expense of special, independent legal counsel shall not be applicable.

Without limiting Section 6. 6(a)7.1 hereof, Buyer, Buyer Parent and its their respective Representatives and Affiliates shall file, or cause to be filed, with the Iowa Commission and/or DCI appropriate New Jersey Gaming Authority, as soon as reasonably practicable, practicable (and in any event within thirty (30) no more than 30 days after the date of this Agreement or any date set by the Iowa Commission or DCI or any other applicable Governmental Entity, whichever is earlier, all required initial applications and documents required to be filed in connection with obtaining the Governmental Approvals, includinghereof), (iA) with respect to each of the Initial Qualifiers, a correct and complete application for licensure or suitability qualification that complies with applicable Gaming Laws Laws, for all of the Initial Qualifiers, and (iiB) a correct and complete application for licensure or qualification that complies with applicable Gaming Laws, for each Buyer financing source and its Affiliates entity and any related individual qualifiers that require approvals under applicable Gaming LawsLaws (and any financial source and its Affiliates, if applicable). If Buyer determines or its Affiliates determine or are is otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable (and in any event within five (5) Business Days of being made so awareDays) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) and as promptly as reasonably practicable (and in any event within thirty (30) 30 days) or by any date set by the Iowa Commission or DCI, whichever is earlier), Buyer shall cause such Person to file with the Iowa Commission appropriate New Jersey Gaming Authority a correct and complete application for licensure or suitability qualification that complies with applicable Gaming Laws. Buyer and its Affiliates shall use their its commercially reasonable efforts to promptly comply (and cause each such Person making an application to comply) with any request of the Iowa Commission any New Jersey Gaming Authority related to any such applications and to obtain approval of the Iowa Commission appropriate New Jersey Gaming Authority for all such applications as promptly as reasonably practicable and to avoid or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission appropriate New Jersey Gaming Authority with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval of, the Iowa Commission.

Without limiting Section 6. 6(a)7.1 hereof, Buyer, Buyer Parent and its their respective Representatives and Affiliates shall file, or cause to be filed, with the Iowa Commission and/or DCI appropriate New Jersey Gaming Authority, as soon as reasonably practicable, practicable (and in any event within thirty no more than fifteen (3015) days after the date of this Agreement or any date set by the Iowa Commission or DCI or any other applicable Governmental Entity, whichever is earlier, all required initial applications and documents required to be filed in connection with obtaining the Governmental Approvals, includinghereof), (iA) with respect to each of the Initial Qualifiers, a correct and complete application for licensure or suitability qualification that complies with applicable Gaming Laws Laws, for all of the Initial Qualifiers, and (iiB) a correct and complete application for licensure or qualification that complies with applicable Gaming Laws, for each Buyer financing financial source and its Affiliates and any related entity and individual qualifiers that require approvals under applicable Gaming Laws. If Buyer determines or its Affiliates determine or are is otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable (and in any event within five (5) Business Days of being made so awareDays) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) and as promptly as reasonably practicable (and in any event within thirty (30) 30 days) or by any date set by the Iowa Commission or DCI, whichever is earlier), Buyer shall cause such Person to file with the Iowa Commission appropriate New Jersey Gaming Authority a correct and complete application for licensure or suitability qualification that complies with applicable Gaming Laws. Buyer and its Affiliates shall use their its commercially reasonable efforts to promptly comply (and cause each such Person making an application to comply) with any request of the Iowa Commission any New Jersey Gaming Authority related to any such applications and to obtain approval of the Iowa Commission appropriate New Jersey Gaming Authority for all such applications as promptly as reasonably practicable and to avoid or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission any New Jersey Gaming Authority with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval of, the Iowa Commission.